THE AMERICAN RED CROSS GOVERNANCE

REFORM

HEARING
BEFORE THE

COMMITTEE ON FOREIGN AFFAIRS

HOUSE OF REPRESENTATIVES
ONE HUNDRED TENTH CONGRESS
FIRST SESSION

MARCH 14, 2007

Serial No. 11027

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COMMITTEE ON FOREIGN AFFAIRS

TOM LANTOS, California, Chairman
HOWARD L. BERMAN, California
ILEANA ROS-LEHTINEN, Florida
GARY L. ACKERMAN, New York
CHRISTOPHER H. SMITH, New Jersey
ENI F.H. FALEOMAVAEGA, American
DAN BURTON, Indiana
Samoa
ELTON GALLEGLY, California
DONALD M. PAYNE, New Jersey
DANA ROHRABACHER, California
BRAD SHERMAN, California
DONALD A. MANZULLO, Illinois
ROBERT WEXLER, Florida
EDWARD R. ROYCE, California
ELIOT L. ENGEL, New York
STEVE CHABOT, Ohio
BILL DELAHUNT, Massachusetts
THOMAS G. TANCREDO, Colorado
GREGORY W. MEEKS, New York
RON PAUL, Texas
DIANE E. WATSON, California
JEFF FLAKE, Arizona
ADAM SMITH, Washington
JO ANN DAVIS, Virginia
RUSS CARNAHAN, Missouri
MIKE PENCE, Indiana
JOHN S. TANNER, Tennessee
THADDEUS G. MCCOTTER, Michigan
JOE WILSON, South Carolina
LYNN C. WOOLSEY, California
JOHN BOOZMAN, Arkansas
SHEILA JACKSON LEE, Texas
N HINOJOSA, Texas
J. GRESHAM BARRETT, South Carolina
RUBE
CONNIE MACK, Florida
DAVID WU, Oregon
JEFF FORTENBERRY, Nebraska
BRAD MILLER, North Carolina
NCHEZ, California
MICHAEL T. MCCAUL, Texas
LINDA T. SA
TED POE, Texas
DAVID SCOTT, Georgia
BOB INGLIS, South Carolina
JIM COSTA, California
O, Puerto Rico
LUIS G. FORTUN
ALBIO SIRES, New Jersey
GABRIELLE GIFFORDS, Arizona
RON KLEIN, Florida
VACANT
VACANT
ROBERT R. KING, Staff Director
YLEEM POBLETE, Republican Staff Director
ROBIN ROIZMAN, Professional Staff Member/Counsel
GENELL BROWN, Staff Associate

(II)

CONTENTS
Page

WITNESSES
The Honorable Bonnie McElveen-Hunter, Chairwoman, American Red Cross ..
Karen Hastie Williams, J.D., Partner [Retired], Crowell and Moring, LLP .......

4
34

LETTERS, STATEMENTS, ETC., SUBMITTED FOR THE HEARING

The Honorable Bonnie McElveen-Hunter:
American Red Cross report entitled From Challenge to Action: American
Red Cross Actions to Improve and Enhance Its Disaster Response and
Related Capabilities for the 2006 Hurricane Season and Beyond ..............
Prepared statement ..............................................................................................
Karen Hastie Williams, J.D.: Prepared statement ...............................................
The Honorable Sheila Jackson Lee, a Representative in Congress from the
State of Texas:
Article from Bridgeton News dated March 14, 2007, by Matt Dunn entitled
Red Cross keeping up with fires ..................................................................
Article from WRAL.com by John Bachman entitled Red Cross, RBC Center
Team Up for Future Emergencies .................................................................

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32
36

45
46

APPENDIX
Material submitted for the hearing record by the Honorable Ileana RosLehtinen, a Representative in Congress from the State of Florida .................

(III)

49

THE AMERICAN RED CROSS GOVERNANCE

REFORM
WEDNESDAY, MARCH 14, 2007

HOUSE OF REPRESENTATIVES,
COMMITTEE ON FOREIGN AFFAIRS,
Washington, DC.
The committee met, pursuant to notice, at 10:03 a.m., in room
2172, Rayburn House Office Building, Hon. Tom Lantos (chairman
of the committee) presiding.
Chairman LANTOS. The committee will come to order. Wherever
disaster strikes, the American Red Cross responds. In times of crisis, its staff of some 35,000 and more than 1 million volunteers
take on the daunting task of translating the compassion of the
American people into shelter, clothing, and food.
Be it a fire that puts a family out of its home, or a tornado that
tears through an entire community, it seems the Red Cross is always on the scene answering the call, at an astonishing 75,000
such incidents in the last year alone.
But disaster relief organizations such as the American Red Cross
have come under heightened scrutiny after 9/11 and the Gulf Coast
hurricanes. They must now demonstrate as never before that they
are acting responsibly, and in the best interests of the American
people.
Hurricane Katrina, in particular, crystallized the need for reform, and thereafter the leadership of the American Red Cross
wisely undertook a comprehensive review. It conducted a 6-month,
top-to-bottom governance audit, headed by one of our witnesses
today, Karen Hastie Williams.
After more than 100 interviews of past and present Red Cross officers, volunteer chapter leaders, donors and others, the verdict
was in: The Board of Governors required a major overhaul.
It is worth noting here that when the Red Cross last reorganized
itself, in 1947, local chapters gained influence by getting seats on
the board. But over time the board swelled to over 50 members. Its
unwieldy size and parochial nature made the CEOs job one of the
least secure at any American charity. Now the Red Cross board has
decided to slim down to 20 members or less. Where previously
some board members were selected by local chapters, some were
elected by the board, and others were appointed by the President,
the board will now be comprised solely of governors elected by delegates to the Red Cross annual meeting.
Among other important changes, the board approved ways to
raise the profile of the whistleblower process for Red Cross employees and volunteers. While these changes, which require congres(1)

2
sional action, would not directly affect the organizations disaster
response, it will undoubtedly help promote the kind of leadership
necessary to make Red Cross management and operations run
more smoothly.
Our hearing today is to examine these proposed governance
changes. It is our intention to move forward with legislation that
will address the deficiencies the Red Cross has identified, and this
hearing is the first step in our legislative action.
The Red Cross has mobilized American citizens to help their
neighbors for over 125 years. It is charged with the crucial role of
helping the United States plan for and respond to emergencies,
whether they are acts of terror or acts of God.
The proposed changes that we will discuss today are an integral
part of supporting the critical mission of the Red Cross in the 21st
century. I will now turn with great pleasure to my friend and colleague from Florida, the esteemed ranking member of the committee, Ileana Ros-Lehtinen.
Ms. ROS-LEHTINEN. Thank you so much, Mr. Chairman. It is always a pleasure to be with you and to be recognized to make a few
statements about this critical issue. Thank you so much to our witnesses for appearing before us today.
I am very pleased that our committee, under the chairmans
leadership, has taken this opportunity to review the internal governance structures at the American Red Cross. This is the committee of jurisdiction in the House of Representatives in this matter, and we want to make sure that we consider reforms that would
ensure good governance for a very important organization.
After all, it is the American Red Cross which has been assigned
the responsibility by the Federal Government of fulfilling the obligations of the United States under the Geneva Conventions for carrying out peacetime disaster relief functions.
These are unique responsibilities, which is evidence of the high
regard with which the Red Cross has held in the minds of the
Members of Congress. My colleague, Chairman Lantos, is in fact
considering possible legislation to support such changes, and has
consulted with me and my staff on his efforts to date.
I am hopeful that Chairman Lantos efforts will result in a bipartisan measure that this committee and this Congress can support.
The Red Cross, as all of us know, has been helping the victims of
war and natural disasters since its founding in 1881.
As a Member of Congress from Floridas Eighteenth District, I
particularly note its efforts to respond to numerous hurricanes and
tropical storms that have afflicted the residents of my State, and
I was happy to see that just a few weeks ago when we had some
disastrous tornadoes rip through central Florida, there was the
American Red Cross right on hand.
In fact, our former Governor, Jeb Bush, recognized the incredible
and heroic efforts of the American Red Cross during the last hurricane season. So we thank you for everything that you have done
on a very personal level for the State of Florida.
On January 12, 2006, the Red Cross reported that it had raised
$2 billion for Hurricane Katrina relief alone, the largest sum of
money ever raised by one charity. Its efforts, together with those
of other nongovernmental organizations, faith-based organizations,

3
other nonprofits, and private sector initiatives, were and are crucial
to helping those in need.
Certainly concerns have been raised concerning Red Cross operations and its response to Hurricane Katrina, and other disasters.
I am hopeful, however, that this hearing and subsequent actions by
this Congress will focus on the best ways by which we can move
forward, pursuing bipartisan reform of a national nongovernment
organization that has played, and can play a tremendously constructive role when disaster strike.
With that in mind, I hope that our distinguished witnesses will
be able to address several important issues regarding governance
reform. First, past and present legislative proposals have included
provisions to create an American Red Cross Office of the Ombudsman to report annually to Congress on any trends or systemic matters confronting the corporation.
I would ask our panelists if they believe such an office would be
effective in improving governance; what specific reforms are needed
to ensure an ombudsmans independence from internal pressure.
The performance and accountability of federally-funded organizations is often enhanced by the presence of an inspector general,
whose duties include conducting and supervising audits and investigations, providing leadership and coordination, and recommending policies to promote economy, efficiency, and effectiveness,
and prevent and detect waste, fraud, and abuse. And providing a
means for keeping the organizations head and Congress fully and
currently informed about problems and deficiencies.
Does the American Red Cross have an inspector general? If so,
is he or she tasked with the responsibilities I mentioned? If not,
that the governance review procedures contemplate the addition of
an inspector generals regime within the Red Cross. Congressional
oversight in forthcoming legislation on this matter should assist
the American Red Cross to encourage proactive behavior and original thinking that anticipates the challenges of the future.
For example, what governance reforms would in your opinion
provide incentives for out of the box creative thinking within the
organization on possible responses to future mass disasters? What
measures have the American Red Cross taken to date to encourage
such thinking?
In appreciating the unique and invaluable service of this organization, it is important to note the words of the founder of the Red
Cross, the great humanitarian and civil war nurse, Clara Barton,
when she said the Red Cross, in its nature, its aims and purposes,
and consequently its methods, is unlike any other organization in
the country. It is an organization of physical action, of instantaneous action, at the spur of the moment. It has by its nature a field
of its own.
I am pleased that we are holding todays hearing as we discuss
how to best reform certain aspects of the Red Cross so that this organization might continue its remarkable work in this 21st century. I thank the chairman for his time, and I thank the witness
also.
Chairman LANTOS. Thank you very much. Are there any colleagues who would like to make an opening statement? Mr. Scott
of Virginia.

4
Mr. SCOTT. Just very briefly, Mr. Chairman. I certainly would
like to take this opportunity to thank the Red Cross and commend
you for just a suburb job you have done over the decades in responding to disaster. You all have been at the tip of the spear in
responding to disaster.
And Ms. McElveen-Hunter and Ms. Williams, we certainly welcome you to the testimony. I also would like to reaffirm our offices
work with your office in the Atlanta region. We understand that
you are working very feverishly to triple your warehousing space
in my district at Fort Gilliam, and my office in Jonesboro is working with you all on that.
It is so critical that we have a first responder base right in the
Atlanta metro area, and with the Red Cross there, and with FEMA
there, and still with the remanent of the National Guard, we are
turning that base closure situation from a negative into a very
positive, and you all are playing a very important role in that.
And I wanted to commend you for that and make sure that you
know that my office stands ready to do even more to assist you in
making sure that you get what you need at Fort Gilliam. Thank
you very much, Mr. Chairman.
Chairman LANTOS. I want to thank my friend from Georgia for
his typical thoughtful remarks. We have an exceptionally talented
panel with us today to discuss the American Red Cross governance
reform.
Ambassador Bonnie McElveen-Hunter was appointed chairman
of the American Red Cross by the President in June 2004. She
served as U.S. Ambassador to Finland with distinction from 2001
to 2003. There she, among other things, not only learned Finnish,
but Hungarian, where she led several initiatives to success, such
as the stop child trafficking initiative, and the end modern day
slavery.
Ambassador McElveen-Hunter is also CEO and owner of Pace
Communications, the largest private custom publishing company in
the United States.
Ms. Karen Hastie Williams is a partner at Crowell and Moring,
where her law practice focuses on public contract law, legislation,
and strategic diversity counseling for corporate clients.
She served as chair of the Red Cross Independent Governance
Advisory Panel. She has a law degree from Catholic University
School of Law here in the Nations capital.
She was the first African-American woman to serve as a law
clerk for the great Supreme Court Justice Thurgood Marshall, and
served as chief counsel to the Senate Committee on the Budget in
the late 1970s. We are delighted to have both of you, and I look
forward to your testimony. You may proceed, Ambassador
McElveen-Hunter.
STATEMENT OF THE HONORABLE BONNIE MCELVEENHUNTER, CHAIRWOMAN, AMERICAN RED CROSS

Ambassador MCELVEEN-HUNTER. Chairman Lantos, Congresswoman Ros-Lehtinen, and members of the committee, I am first of
all a grateful American, a business owner as you have heard, a
former citizen Ambassador to the great republic of Finland, and

5
now proudly a volunteer as chairman of the board of the American
Red Cross, the greatest humanitarian organization in the world.
An organization that I have witnessed reach out to the least, and
the last, and the lost, at their most critical hour of need. An organization that is guided by our congressional charter, but is led by volunteers, and is supported by the great generosity of the American
people.
We are an organization of 35,000 employees, but we are also an
organization of almost 1 million volunteers. We are a less than perfect organization, but I want you to know where I have personally
witnessed the power of our work across the street, around the
globe, I witnessed our work in the shelters in the Gulf Coast following the devastation of Katrina, Rita, and Wilma.
I have witnessed the power of our work in Darfur refugee camps
in Chad, Africa. I have witnessed our work in the rebuilding of
homes and lives following the devastation of the tsunami. I have
witnessed our work as we have saved the life of a child undergoing
chemotherapy with lifesaving blood.
In October 2004, I was nominated and selected by the Red Cross
Boards Search Committee, and I assumed my mission as chairman, and from August through September 2004, Hurricanes Charlie, Frances, Ivan, and Jeanne, hit Florida and required the largest
response to a natural disaster in our 124-year history.
Some say timing is everything. Two months later, in December
2004, a tsunami hit with the energy of 23,000 Hiroshima bombs in
Southeast Asia, and less than a year later, in August 2005, Hurricanes Katrina, Rita, and Wilma, devastated the Gulf Coast, which
produced the largest response to a natural disaster in our 125-year
history.
Shortly after our immediate response to Katrina, and while still
helping hundreds of thousands of survivors, the Red Cross initiated
a top-to-bottom review of our operational response, and our capabilities, and critical analysis of our performance.
I have attached a copy of the report, Challenge to Action, which
I respectfully request to be included in the record.
Mr. DELAHUNT [presiding]. Without objection.
[The information referred to follows:]

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Ambassador MCELVEEN-HUNTER. Thank you. These lessons
learned have led to an investment of $125 million to improve our
disaster response infrastructure. Some of those improvements Congressman Scott has mentioned with the repositioning of
warehousing and tripling the warehousing space needed for early
response.
We have enhanced our logistic support and made substantial
technological improvements. We have reached out to become better
partners with numerous nonprofits and governmental organizations involved in disaster preparedness and response.
We are committed to being better prepared for challenges that
may lie ahead. Simultaneously the board embarked on a critical
and comprehensive assessment of ourselves and our 60-year-old
governance structure and practices.
I have a confession to make that when I joined the board and
was told that there were 50 members of the board, my response
was, well, we need to fix that right away. The response back was
that unless you plan on spending your entire term on Capital Hill,
it requires an act of Congress. Well, that is what we are doing here
today.
Our goal, Mr. Chairman, and members of the committee, was not
simply to look at governance reform, but to become the governance
gold standard, and to lead by example in the not for profit arena.
During this deep dive review the boards governance committee
called upon an independent governance advisory panel made up of
some of the countrys most prominent governance authorities, to include my partner, Karen Hastie Williams, Peter Clapman, Professor Charles Elson, Margaret Foran, Professor Jay Lorsch, Patricia McGuire, and Professor Paul Neuhauser, to carefully examine
current Red Cross governance and to provide examples of current
best practices in both the for profit and not for profit communities.
This 6-month-long governance review involved more than a hundred interviews of nonprofit and for profit sector governance leaders, scholars, government officials, past and present, Red Cross
board members, and officers, management, volunteer chapter leaders, donors, and others who have observed and worked with the
Red Cross.
I am proud to report the board is not only supportive of this governance reform, but perhaps the most important accomplishment
was that our board unanimously, and I repeat, unanimously, approved the changes which will ensure our governance practices are
able to support the Red Cross mission today and in the years to
come.
In a 156 page report, entitled, American Red Cross Governance
for the Twenty-First Century: A Report of the Board of Governors,
the board spells out its recommendations and the reasons behind
them. I have attached a copy of the report which I respectfully request be included in the record.
Mr. DELAHUNT. Without objection.
[The information referred to is not reprinted here but is available
in committee records.]
Ambassador MCELVEEN-HUNTER. Thank you. These recommendations incorporate some of the best practices in corporate

31
and nonprofit governance. In short, the legislation we recommend
to Congress would produce the following transformational changes.
This, by the way, is the 156 page night time reading on governance reform, but I am happy to report that this product is actually
being disseminated to other not for profits and is being used by the
Yale Business School on not for profit best practice governance.
So we are proud of the product that has been produced and of
the committee, the independent committees, work. Let me quickly
go over the recommendations of that independent audit council.
The current charter requires a 50 person board. The legislative recommendation reduces the size of the board to 12 to 25 members by
2009, and 12 to 20 members by 2012.
We have requested a simplified board structure. The current
charter provides three different groups of members of the board.
We are asking for a streamlined process which consists of one nomination committee to consider all potential members to the board.
The Presidential appointees. Currently the charter provides that
the President appoint eight members to the board, seven of whom
are governmental officials. We are recommending a cabinet advisory council in lieu of those appointments, composed of 8 to 10
principal officers of executive departments and senior officers of the
armed forces, appointed by the President to provide the board with
critical governmental input and support.
Under the legislative recommendation the President would continue to appointment the chairman of the board as nominated and
approved by the full Board of Governors.
On governance and oversight board rule, the current charter
gives the board all powers of governing and managing the Red
Cross. The legislative recommendation clarifies that the board will
focus specifically on governance and strategic oversight and not
management.
On the ombudsman, the current charter does not provide for a
Red Cross ombudsman, but the legislative recommendation establishes an office of the ombudsman that has unfettered access
throughout the Red Cross and reports annually to Congress, which
addresses one of the questions presented by Congresswoman RosLehtinen.
After an exhaustive process, I am convinced that these changes
to the American Red Cross charter will improve the organizations
governance structure and practices, and enhance the organizations
overall accountability and transparency to the American people.
Because we believe these changes are vital to our organizations
best interests and performance, we ask for your support that is
necessary to make these legislative changes so that we may implement them as soon as possible.
We are happy to announce that S655, as of last night, the bill
has passed the Senate as an amendment to the 9/11 bill, and we
appreciate the support that has been necessary to accomplish that
as well.
For more than 125 years the American Red Cross has been
Americas partner in prevention of, preparedness for, and response
to disasters. We are an American institution, rich in the history
and tradition of this nation, and we aspire continually to improve
ourselves.

32
We owe this to the American people, who so generously give of
their time, of their talents, their treasures, and perhaps most importantly, their trust in this organization.
Finally, let me say how grateful I am to the entire Board of Governors for their leadership and their commitment, and their courage to move forward with this legislation and this recommendation.
The actions recommended by the board complement efforts already underway to improve our response capability, our chapter
structure, and administrative infrastructure. We are committed to
working in partnership with all of our stakeholders, because only
together can we become the Red Cross the American people expect
and richly deserve.
I would like to personally thank all of you on behalf of the board,
management, and our volunteers, for taking the time to listen and
to address this critical issue to the American Red Cross. We are
asking today for legislation to amend the American Red Cross Congressional Charter and appreciate your support.
I would like to also just take a moment to publicly thank Karen
Hastie Williams. I think one of the extraordinary aspects of America is its commitment, first of all, to a can do attitude, and secondly
to the commitment of volunteers.
Karen Hastie Williams was essentially elected by the members
of the independent panel to be its chairman, and to represent
them. I am sure that she had no idea that this representation
would become an almost full-time job, but I think that it is quite
extraordinary and perhaps is a tribute to this great organization,
that someone of the great ability and esteem of a Karen Hastie
Williams has pro bono given her time to the American Red Cross
and our governance transformation.
So I would like to just on behalf of the board and our volunteers,
and our employees, Karen, have an opportunity to thank you publicly.
[The prepared statement of Ms. McElveen-Hunter follows:]
PREPARED STATEMENT OF THE HONORABLE BONNIE MCELVEEN-HUNTER,
CHAIRWOMAN, AMERICAN RED CROSS
Chairman Lantos, Congresswoman Ros-Lehtinen, Members of the Committee, I
am a grateful American, a business owner, a former citizen Ambassador and
proudly a volunteer . . . as Chairman of the Board of the American Red Cross . . .
for the greatest humanitarian organization in the world. An organization that
reaches out to the least, the last and the lost at their most critical hour of need.
An organization guided by Congressional Charter and supported by the generosity
of the American people. An organization of 35,000 employees and almost one million
volunteers.
An organization that is not always perfect . . . but where I have personally witnessed the power of our work across the street and around the globe. I have witnessed our work in shelters along the Gulf Coast following the devastation of
Katrina, Rita and Wilma. I have witnessed the power of our work in Darfur refugees camps in Chad, Africa. I have witnessed our work in the rebuilding of homes
and lives following the devastation of the tsunami. I have witnessed our work as
we have saved the life of a child undergoing chemotherapy with lifesaving blood.
In October 2004, I was nominated and selected by the Red Cross Boards Search
Committee and I assumed my mission as Chairman. From August through September, 2004, Hurricanes Charlie, Frances, Ivan and Jeanne hit Florida and required the largest response for the American Red Cross to a natural disaster in our
124 year history at that time.
Two months later, in December 2004, a tsunami with the energy of 23,000 Hiroshima bombs hit Southeast Asia. And less than a year later, in August 2005, Hurri-

33
canes Katrina, Rita and Wilma devastated the Gulf Coast which produced the largest the largest disaster response in the American Red Crosss 125 year history.
Shortly after our immediate response to Katrina and while still helping hundreds
of thousands of survivors, the Red Cross initiated a top-to-bottom review of our
operational response capabilities and a critical analysis of our performance. I have
attached a copy of the report Challenge to Action which I respectfully request be
included in the record. These lessons learned have led to an investment of $125
million to improve our disaster response infrastructure. We have tripled our warehouse space, enhanced our logistical support and made substantial technological improvements. We have reached out to become better partners with numerous nonprofits and governmental organizations involved in disaster preparedness and response. We are committed to being better prepared for the challenges that may lie
ahead.
Simultaneously, the Board embarked on a critical and comprehensive assessment
of ourselves and our 60 year old governance structure and practices. I must confess
that when I joined this Board in October of 2004 and was told there were 50 Board
members, the first thing that I said was, we need to fix that right away. I was
told that it could not be fixed unless I spent my entire tenure seeking an Act of
Congress. That is what we are doing today.
Our goal Mr. Chairman, Members of the Committee, was not to simply look at
governance reform but to become the governance gold standard and to lead by example in the not-for-profit arena. During this deep-dive review, the Boards Governance Committee called upon an Independent Governance Advisory Panel, made
up of some of this countrys most prominent governance authorities, to include:
Karen Hastie Williams, Peter Clapman, Professor Charles Elson, Margaret Foran,
Professsor Jay Lorsch, Patricia McGuire, and Professor Paul Neuhauser to carefully
examine current Red Cross governance and to provide examples of current best
practices in both the for-profit and non-profit communities. This six-month long
governance review involved more than 100 interviews of non-profit and for-profit
sector governance leaders, scholars, government officials, past and present Red
Cross board members and officers, management, volunteer chapter leaders, donors
and others who have observed and worked with the Red Cross.
I am proud to report the Board is not only supportive of this governance reform
but unanimously approved a series of changes which will ensure our governance
practices are able to support the Red Cross mission today and in the years to come.
In a 156 page report entitled, American Red Cross Governance for the 21st Century:
A Report of the Board of Governors, the Board spells out its recommendations and
the reasons behind them. I have attached a copy of the report which I respectfully
request be included in the record. These recommendations incorporate some of the
best governance practices in corporate and nonprofit communities. In short, the legislation we recommend to Congress would produce the following transformational
changes:
Reduced Board SizeThe current charter requires a 50 person board. The
legislative recommendation reduces the size of the board to (i) 1225 members
by 2009 and (ii) 1220 members by 2012.
Simplified Board StructureThe current charter provides for three categories
of board members. The legislative recommendation streamlines the membership to one category of board members selected through board nominating
process, approved by the full board and elected by delegates to the Red Cross
annual meeting.
Presidential AppointeesThe current charter provides that the President appoints eight members to the board, seven of whom are governmental officials.
The legislative recommendation establishes a Cabinet Advisory Council, composed of eight to ten principal officers of executive departments and senior officers of the Armed Forces appointed by the President, to provide the Board
with critical governmental input and support. Under the legislative recommendation, the President continues to appoint the Chairman of the Board
as nominated and approved by the full Board.
Governance and Oversight Board RoleThe current charter gives the Board
all powers of governing and managing the Red Cross. The legislative recommendation clarifies that the Board will focus solely on governance, strategic oversight and direction of the Red Cross.
OmbudsmanThe current charter does not provide for a Red Cross Ombudsman. The legislative recommendation establishes an Office of the Ombudsman that has unfettered access throughout the Red Cross and reports annually to Congress.

34
After an exhaustive process, I am convinced that these changes to the American
Red Cross charter will improve the organizations governance structure and practices and enhance the organizations overall accountability and transparency to the
American people. Because we believe these changes are vital and in the organizations best interest, we ask for your support for the necessary legislative changes
so we may implement them as soon as possible.
For more than 125 years, the American Red Cross has been Americas partner in
prevention of, preparedness for, and response to disasters. We are an American institution, rich in the history and tradition of this nation, and we aspire to continually improve ourselves. We owe this to the American people who so generously give
of their time, talents, and trustand we owe it to those who rely on us in their
greatest hour of need.
Finally, let me say how grateful I am to the entire Board of Governors for their
leadership and commitment. The actions recommended by the Board complement efforts already underway to improve our response capability, chapter structure and
administrative infrastructure. We are committed to working in partnership with all
our stakeholders because only together can we become the Red Cross the American
people expect and richly deserve.
I would like to personally thank you on behalf of the Board of Governors, management and our volunteers for taking the time to address this critical issue to the Red
Cross. We are asking today for legislation to amend the American Red Cross Congressional Charter. I am happy now to answer any questions you may have.

Mr. DELAHUNT. Madam Ambassador, thank you for your testimony. Thank you for your leadership. Thank you for your initiative. We in Congress are very familiar with less than perfect institutions, and we also join with you in applauding the work of our
next witness, Mrs. Williams.
Ambassador MCELVEEN-HUNTER. Thank you, sir.
Mr. DELAHUNT. Mrs. Williams.
STATEMENT OF KAREN HASTIE WILLIAMS, J.D., PARTNER
[RETIRED], CROWELL AND MORING, LLP

Ms. WILLIAMS. Thank you very much, Congressman. Thank you

for the opportunity to be here today, and to discuss the work of the
independent governance advisory panel. As the Ambassador said,
we were charged with looking at the current practices of the Red
Cross, and asked to recommend reforms to the processes and procedures to better reflect the best practices found today in both the
for profit world and the non-profit world.
My six colleagues whom the Ambassador identified worked with
me diligently over a period of 6 months in many meetings to help
produce the report that has been made a part of the record.
I think that we all took this assignment because of the importance of the Red Cross to the American public and to the world,
because of course it is an international organization, and has relationships with Red Cross entities across the map.
I believe that the committee in looking at the recommendations
may want to think of it as essentially a road map for the Red
Cross, as well as for other large non-profit organizations, to revise,
update, and reform their governance practices.
We recognize, however, that the Red Cross is unique in its standing as an organization with a Federal charter. I would like to in
my time just briefly highlight the key features of our report that
I think are critical and indeed that the Red Cross has embraced
and are currently found in pending legislation.
The academic literature, as well as all of the experience in the
corporate world, is unanimous in recognizing the importance of
small boards. This is important so that all of the participants can

35
be engaged and more actively involved in establishing policies and
practices that the officers and managers can then follow.
The action to reduce the size of the board is a needed first step.
It will require amendments to the charter. I know that I speak for
my colleagues in saying that we are very pleased that the Senate
has acted, and we look forward to action in the House to approve
these charter amendments.
In reducing the size of the board, we believe that it will be a
more cohesive organization. It will be a more nimble organization
to be able to respond to issues as they arise, with participation by
all of the active members.
Given the unique and quasi-governmental nature of the Red
Cross, we think it is appropriate for the chair of the organization
to be nominated by the President of the United States on recommendations from the Red Cross board.
The establishment of the two leadership councils was an approach that we felt served all parties. It reduced the size of the
board, but at the same time retained the availability for advice and
consultation from key Federal and chapter representatives.
The Presidentially-appointed cabinet council of 8 to 10 officials
from key U.S. Government departments and agencies, with several
members from the Armed Forces, would take the place of the current director appointments by the President.
We believe that this is an important step that should be included
in the legislation. With the bylaw change the Red Cross is able to
provide a national leadership council which will substitute for the
chapters and the blood service regions having named members on
the board.
Again, it will be a consultative process, and it will be a way of
developing ideas that can then be presented to and move forward
by the board. Another important recommendation in our report was
for the president and CEO to be a person of stature and broad experience, so that he or she could manage all parts of the Red Cross
organization.
The president would be appointed by the Red Cross board on
nomination from the governance committee. We believe that this
process is consistent with accepted corporate governance and nonprofit governance practices.
I think it is important once the new president is sworn in that
he or she will become quickly the spokesperson for the Red Cross,
and will coordinate activities among the various elements of the
Red Cross.
Although it is not the current situation our report recommends
that the president and CEO be head of the organization from both
a management and an operations perspective, and to clear up ambiguity that exists now in the charter language.
This will allow him or her to get to know key volunteers and employees both at headquarters and in the field, and be able to address issues that come up on a daily basis. It will also provide an
opportunity for the board members on various committees to work
with the new president, and develop strategic plans to build the
next generation of Red Cross volunteers.
While there are numerous other recommendations in our report,
I believe that they all follow naturally from organizational change.

36
In the chairmans letter requesting my participation today, he
posed several questions that I would like to answer just briefly for
the record.
The first question was: To what extent do you agree with the
governance recommendations? I support the recommendations 100
percent. There is clearly a need for greater audit analysis of reports
coming into headquarters and the audit committee of the Red
Cross is committed to doing that.
We believe by centralizing the financial review process the Red
Cross can develop standard forms and procedures that will be used
by all chapters and blood regions, and will facilitate the aggregation of financial information at the regional centers and ultimately
at headquarters here in Washington.
The second question: How will such recommendations improve
the organization? Consistent treatment of like situations will make
the Red Cross practices more transparent and provide a greater accountability for each reporting unit. With clear lines of communication and responsibility, we believe that the response to crisis situations will be greatly improved.
The third question was: What reforms are additionally necessary
to improve the board of governors governance in oversight functions, as well as management functions of the organization?
It will be necessary for the board to continue reducing the number of board members until they are in the 12 to 20 range. The
smaller board, the more comprehensive group, and also they are
more likely to understand their role as policymakers, and not as direct managers.
With the checks and balances that are included in the proposed
legislation the opportunity for oversight by the Congress to assure
that statutory responsibilities are followed is very clear. The most
significant charter changes recommended by the panel certainly
are included in the legislation that passed the Senate yesterday.
We believe that by eliminating the three separate classes of
board members that there will be a single class of directors. With
equal footing, these directors will have no impediments to working
together for the benefit of the Red Cross, American citizens, and
our international partners.
Thank you very much, Mr. Chairman, for the opportunity to participate in this hearing, and I will be happy to respond to any additional questions you may have.
[The prepared statement of Ms. Williams follows:]
PREPARED STATEMENT

KAREN HASTIE WILLIAMS, J.D., PARTNER [RETIRED],

CROWELL AND MORING, LLP

OF

Thank you, Mr. Chairman. I am pleased to participate in todays hearing and to

present testimony on the recent governance review process undertaken by the
American Red Cross. The charge to the Independent Governance Advisory Panel
was to examine the current practices of the Red Cross and recommend reforms to
its processes and procedures to better reflect the best practices found today in both
for-profit and non-profit organizations.
First, let me thank my six colleagues, Peter Clapman, Charles Elson, Margaret
Foran, Jay Lorsch, Pat McGuire, and Paul Neuhauser, for their strong support in
this project. All worked diligently over the many months of our review to understand the current processes and procedures followed by the Red Cross today and to
make constructive suggestions as to what changes would be recommended to improve the management and operations of the Red Crossboth in times of crisis and
disaster as well as in their normal activities.

37
I believe that the committee has received copies of our panels final report, and
I would request that it be made a part of the record of this hearing. This report
provides an excellent roadmap for the American Red Cross and other large non-profit organizations to revise, update and reform their current governance practices, recognizing, however, that the Red Cross has a unique standing in light of its Federal
charter.
In my brief time I would like to highlight key features of the panels report which
I believe will serve well both the Red Cross and the American public. The academic
literature as well as that from the corporate world is unanimous in requiring smaller sized boards that are more engaged and more actively involved in establishing
policies and practices that the officers and managers can follow. The action to reduce its size is a much needed first step. It will require amendments to the Charter
to reduce the number of members to no more than 20 by March 2012, to reflect a
single category of elected members, all of whom(except the Chair) would be nominated through a board nomination process and elected at the annual meeting to
serve staggered three-year terms. Given the unique quasi-governmental nature of
the Red Cross, the panel agrees that it is appropriate that the Chair continue to
be nominated by the President of the United States on recommendations from the
Red Cross Board. Establishment of two leadership councils will serve to further reduce the size of the board, yet retain the availability of advice from Federal and
chapter representatives. A Presidentially-appointed Cabinet Council of 810 officials
from key U.S. governmental departments and agencies, with 13 members from the
Armed Forces would take the place of current director appointments of government
officials who do not regularly participate in the ARC meetings or occasionally send
a staff person. With a by-law change a National Leadership Council would be created to facilitate communications between the ARC and its chapters and blood service regions. The Council members would be expected to work in communities and
focus on areas such as audit, governance, blood services, and disaster relief.
Another important recommendation is for the President and CEO to be a person
of stature and experience so that he or she can manage all the parts of the organization. The President would be appointed by the Red Cross Board on nomination from
the Governance Committee and approval by the Board. Once sworn in, the President will need to quickly get to know his personnel and significant issues at headquarters and in the field. For the credibility of the President he must be the principal spokesperson for the Red Cross inside and outside the headquarters building.
Although that is not the current situation, our recommendation is that the President and CEO be head of the organization from both a management and operations
perspective. This will allow him/her to get to know the key volunteers and employees both at headquarters and in the field who work with issues on a daily basis.
It will also provide an opportunity to work with the board members on strategic
plans to build the next generation of Red Cross volunteers. While there are numerous other recommendations in our report, I believe that they will follow naturally
once the organizational changes are made.
In response to your specific questions, Mr. Chairman, I would reply as follows:
(1) To what extent to you agree with the governance recommendations?
I support the recommendations 100%. There is clearly a need for greater audit
analysis of reports coming into headquarters. By centralizing the review process, the
Red Cross can develop standard forms and procedures that will be used by all chapters and blood regions and will facilitate the aggregation of information at the regional centers and ultimately at headquarters.
(2) How will such recommendations improve the organization? Consistent treatment of like situations will make the Red Cross practices more transparent and provide a greater accountability for each reporting unit. With clear lines of communication and responsibility response to crisis situations will be greatly improved.
(3) What reforms are additionally necessary to improve the Board of Governors
governance and oversight functions as well as the management functions of the organization?
It will be necessary for the Board to continue reducing the number of Board Members until they are in the 1220 range. The smaller the Board, the more cohesive
the group and also the more likely to understand their role as policy makers and
not managers. With the checks and balances included in the legislation the opportunity for oversight by the Congress to assure that the statutory responsibilities are
followed.
The most significant charter changes recommended by the Panel are included in
the current version of a draft bill approved by the Senate Finance Committee last
week. By eliminating the three classes of Board Members, there will be a single
class of directors. With equal footing these directors will have no impediments to

38
working together for the benefit of the Red Cross, American citizens and our international partners.
Thank you, Mr. Chairman, for the opportunity to participate in this hearing. I will
be happy to respond to any additional questions that you may have.

Mr. DELAHUNT. Well, thank you, Mrs. Williams for your testimony, and for being the quintessential volunteer. I can appreciate
the investment of time and commitment that you have made this
effort. You both are to be congratulated.
I would note, Ambassador, that you took great pride, and it is
unusual to have 150 recommendations unanimously approved. I
think that reflects considerable talent.
Ambassador MCELVEEN-HUNTER. It may be more impressive
than my entire term as an Ambassador.
Mr. DELAHUNT. I only have a few questions. Could you describe
for us, and I would direct this to either one of the witnesses, how
does the current government structure impact either negatively or
in a positive way the ability of the American Red Cross to manage
and carry out its functions, and why was it clear that there was
a need for change of the existing structure? Ambassador.
Ambassador MCELVEEN-HUNTER. Mr. Chairman, I think that we
all recognize that a smaller boardif you look at the for profit
arenaand I think not for profits also have to hold themselves up
to the same kind of scrutiny that for profits do is more efficient and
effective.
We saw an opportunity frankly as a result of Katrina when we
were questioned as an organization and we did an analysis not only
of our lessons learned from an operational standpoint, but I think
we as a board recognized that we couldnt look at the organization
without also looking at ourselves with the same critical analysis.
Realistically, we had never believed that we had the opportunity
or had committed the energy to go to Congress to get the charter
changed. So, I think that the difference here is that Katrina gave
us a door. We seized that opportunity.
I think we are a better organization today operationally. I think
we are also a better organization today assuming that this legislation is approved with the modifications to our board.
And I think Karen Hastie Williams made a very critical point.
Let us face it. When you have 50 individuals to communicate with,
and part of a critical responsibility of a CEO and a board is communication and clarity. I think those areas will be much better defined.
If you are asking if the governance change would have had an
impact on the operational issues of Katrina, I would have to say
to you no. But because the issues there were on the ground issues,
if there was a failure there, the failure was actually a failure to
imagine the scope and scale of that event.
However, let me say to you that the proposed changes in our governance have created an opportunity, and we now can see a dotted
line to greater interest in the position of CEO of this organization.
So is there a direct relationship? Absolutely. And I think the benefit will be that this board will be a governance board, which by
our charter previously, we were instructed to be a governance and
management board. That is part of our charter.

39
In this new day, we will have the opportunity to focus on what
boards need to focus on, and that is strategic oversight and governance.
Mr. DELAHUNT. Thank you, Ambassador. Mrs. Williams.
Ms. WILLIAMS. If I might just add a comment, Mr. Delahunt. I
have the privilege of serving on three corporate governance committees, and of all of those boards the largest one of them is 15
members.
Fifty people on a board winds up with factions being developed,
and it is very hard to reach a consensus. With 12 to 20 people that
is a manageable number of people. Everyone can sit at the table.
Everyone makes an effort to be at the meetings because they know
that his or her participation is important, and that cohesiveness is
critical.
It is critical in the day to day governance process, but certainly
during a time of crisis it is even more important. So I think size
really does have a substantive impact.
Mr. DELAHUNT. Well, again, thank you, and to use the metaphor,
there appears to be a silver lining in every cloud, and I applaud
both of you and the organization for taking advantage of that opportunity that was presented by the disaster that we know as
Katrina.
And with that, I will recognize the ranking member of the full
committee, the gentlelady from Florida, Ms. Ros-Lehtinen.
Ms. ROS-LEHTINEN. Thank you so much, Mr. Chairman. I thank
my friend from Massachusetts for yielding me the time, and welcome panelists to our hearing. I wanted to get your insights on
what the great efforts of the American Red Cross in getting Magen
David Adom, MDA, the Israeli Red Cross society equivalent, finally
officially getting accepted in the Red Cross/Red Crescent movement.
As you know this has been an ongoing struggle. After 50 years
of being excluded, last summer finally MDA was accepted. I wanted
to ask you what your role was in facilitating this process which
was so important to many of us.
I know that Congressman Engle, and Congressman Ackerman,
Chairman Lantos, so many of us worked hard on this project. If
you could comment.
Ambassador MCELVEEN-HUNTER. Well, thank you very much. I
think that you dont want to hear the details of the story, although
some day I hope I have the opportunity to share them with you,
because there was a late night call on a Sunday evening after
Thanksgiving from the president of Magen David Adom reaching
out to me and to the Red Cross, because the program and the
memorandum of understanding was actually not going to go
through.
And as a result of a lot of diplomacy and telephone calls urgently
for 3 or 4 hours, we were able to make sure that a memorandum
of understanding was actually on Prime Minister Sharons desk at
5:30 a.m. one morning, that morning, to be signed, and he had actually the political courage to make that decision.
The Magen David Adom is actually a 58-year wrong that has finally been righted. I think this board and the American Red Cross
for those 58 years was unyielding on this issue.

40
But because of circumstances, and I also think the power of relationships, it came before us and we were able to move it through
this year. I can remember someone saying it is not going to happen, and my response was it is not going to not happen on my
term.
So this has been an opportunity for us to welcome Magen David
Adom into the international federation. We had 183 member countries. This added a 184th, but I think what is also critical for the
committee to know is that at the time that we welcomed MDA as
it is referred to in Israel, that we also welcomed the Palestinian
Red Crescent Society.
This is the first organization that the Palestinians have joined
that is an international organization, and I had the privilege of seeing the president of the Palestinian Red Crescent Society in the
vote in Geneva on the floor of the Congress vote against his government.
He voted against his own governments position by voting to
admit Magen David Adom and its own society. Now that is political
courage. I think that is an indication of the level of commitment
to humanitarian issues that we see in the leadership of the Red
Cross and Red Crescent Society.
But I am delighted that we were able to accomplish that. Now,
of course, there are responsibilities by both groups to continue to
live up to the memorandum of understanding. But thank you very
much, Congresswoman.
Ms. ROS-LEHTINEN. Thank you, and if the chairman would allow
me another question. Thank you. Internal corruption and fraud,
payments of fraudulent claims, these are issues that residents of
Florida hear about all the time because as you pointed out in your
testimony. We had a terrible disaster season, hurricane season and
tropical storm season. Not this year, but the year before. It was
just devastating. This year it was the tornadoes turn at Florida.
But what actions has the American Red Cross taken to prevent
this fraudulent use of your organization to prevent this internal
corruption that might be taking place, and fraud, and the people
who are filing fraudulent claims. Do you have an information line?
Do you have brochures to give to people?
What further measures are necessary to make sure that we can
prevent this waste, fraud, and abuse, and what governance reforms
might you take on to assist in these efforts?
Ambassador MCELVEEN-HUNTER. First of all, let me say that
every dollar that is donated by the American public is a dollar that
is taken extraordinarily seriously by the American Red Cross.
After all, 98 percent of our resources come from the American
people, and as I mentioned in my opening statement all we really
have with the American people is trust. So, in the area of fraud,
we take seriously far smaller amounts that many organizations
frankly would overlook, because the cost of going after and prosecuting those individuals is very expensive.
But the reality is that the American Red Cross has a zero tolerance for fraud and abuse of the dollars that are given out of generosity and the responsibility of our own stewardship. I think one
of the things if we have ever erred, we have erred on the side of
giving to our victims, we have sometimes said that we may not

41
have all the processes in place, but it is important to meet the
needs of the individuals.
So there are cases where perhaps we didnt go through the entire
process because of circumstances, but felt the need to serve the
public was greater at that moment than the detailed clarification
and the subsequent work.
We do believe in stewardship, and I think it is important to compare the fraud in the American Red Cross, and let us take Katrina,
versus in normal corporate industry. We had a 12 of 1 percent of
the dollars that were taken in for Katrina, and that is a pretty significant number, 4 million clients, that were considered fraudulent,
and we are pursuing those.
For an industry standard in corporate America, the area of acceptability, although no fraud is acceptable, is 6 percent. So from
an industry standard, our occurrence of fraud is far less the national average, but it is still unacceptable.
Ms. ROS-LEHTINEN. Just to follow up, would any of the governance reforms that you are undertaking deal with bringing down
some of these claims, or is that unrelated?
Ambassador MCELVEEN-HUNTER. No, I think this is an issue
that falls under our whistleblower and one of the bylaws issues is
our renewed commitment to making sure there is the availability
of the whistleblower and the access for both our volunteers and employees to make sure that those are taken even more seriously.
So I think that there was a commitment, a renewed commitment,
as part of that under the whistleblower portion of the governance.
Ms. WILLIAMS. If I might add, Mr. Chairman, in addition, the reforms suggested by the governance committee included an ombudsman to have access to financial information from the Red Cross. So
that is an additional level of review that will be available.
And as I understand it under the version of the bill that passed
the Senate, there are several committees, including this committee,
to whom that ombudsman would issue an annual report.
Ms. ROS-LEHTINEN. Thank you. Thank you very much, and thank
you again as a Floridian for your excellent help in all of these seasons that we have had. Thank you.
Ambassador MCELVEEN-HUNTER. Thank you very much.
Mr. DELAHUNT. And I would now call on, for her questions, the
gentlelady from California, also a former Ambassador, our colleague, Diane Watson.
Ms. WATSON. Thank you so much, Mr. Chairman, and I want to
welcome the Ambassador and Mrs. Williams, retired now. I just
want to commend the Red Cross for its work. There were some
problems that arose during Katrina, and then in the aftermath, we
heard that enormous salaries were being paid to the people who
were there in the dome giving outin fact, we heard a lot of
things.
So I wonder if you can explain if any of those are true? They said
they were giving volunteers $250 a day. Well, that was hard to believe, but I think that you have mentioned that you have worked
hard to correct some of these things, and so can you just comment
on some of the changes that have been put in place since Katrina?
Ambassador MCELVEEN-HUNTER. Right. Well, Your Excellency

42
Ms. ROS-LEHTINEN. She has us call her that every morning. I am
sick of it already.
Ambassador MCELVEEN-HUNTER. My husband is the only one
who still has to call me Your Excellency. I am unaware of any excessive payments to any of our volunteers. I think there were many
stories that were circulated, including, I think, expensive luxury
items that people were buying and so forth with the monies that
were given to them as part of the client assistance program.
I have to say that when I see our volunteers, and I see the conditions that they are willing to submit themselves to, to be a volunteer, they in many cases are living exactly as those displaced individuals and victims.
The conditions areI am sorry, but I have to say that I just
stand proudly with their willingness to do what they do. I am not
aware of anyone who received payments of that as a volunteer.
And I think also that I was asked yesterday, Congresswoman,
how much does the board get paid, and I understand that they are
going to double my salary. So we are still at zero. But the reality
is that, sure, there are cases where there are very few volunteers
who violate the trust of this organization.
And yesterday actually I was asked on a radio talk show why we
were so stringent on our background checks of our volunteers, because they thought perhaps we were making it too difficult to volunteer.
When you realize the trust that people have that are running
shelters and participating in shelters while families and children
are living there, it becomes critical. So I am not sure that I am answering your question, but my understanding is that I have not
heard of any $250 payments to volunteers, and I really see nothing
but selfless sacrifice.
Ms. WATSON. That has been the reputation of the Red Cross, and
I have had the greatest amount of respect. We did come and visit
with you some time ago as a Congressional Black Caucus, because
we were concerned about the diversity at the top, and that had
been worked out, and we were concerned.
You know, the fingers were pointing in so many different ways
during Katrina and the aftermath. But the Red Cross has always
been there, and I just wanted some clarification if any of that had
any bearing on the truth, and I am glad to hear your response.
We support you. We will always support you and thank you for
the work that you do, and you had an increase from zero, plus zero,
equals zero.
Ambassador MCELVEEN-HUNTER. Exactly.
Ms. WATSON. Thank you so very much.
Ambassador MCELVEEN-HUNTER. Thank you, Congresswoman
Watson. I would like to say that one of the things that we did learn
as an organization is that my grandfathers advice, which I shared
with Congresswoman Jackson Lee yesterday, is that it is more important to select your partners than to select your business.
When we looked at those individuals who were in our shelters,
they didnt look like our volunteers. So we believe that there is an
opportunity in that to reach out in partnership to faith-based organizations, to civic organizations.

43
We recognized that we didnt speak Vietnamese, and we were in
Biloxi, and Gulfport, and they did, and we needed representatives
who could reach out to that community. But I am very proud of
some of the programs that we have initiated, including we have
trained 1,000 members of the NAACP, and not just as volunteers,
but as managers of shelters.
And I am happy to report to Congresswoman Ros-Lehtinen, that
we actually deployed some of those members to the tornadoes in
Florida a few weeks ago. I know that also Congresswoman Jackson
Lee has been very instrumental in partnership in Houston with
something called Helping Hands, with a hundred of the AfricanAmerican community churches, where we now have a renewed
partnership.
So I think as Congressman Delahunt mentioned, there has been
a silver lining, and that silver lining is partners are more important to this organization than they ever were, and must be going
forward.
But the diversity issue is an issue where we must engage communities, because the ownership in many cases of this work belongs right there in the community itself.
Mr. DELAHUNT. The gentlelady from Texas, Ms. Sheila Jackson
Lee.
Ms. JACKSON LEE. Mr. Chairman, thank you very much. I am delighted to join my colleagues this morning, and it certainly is an
honor to have two Ambassadors in the room, and to have one of
the more renowned counselors, attorneys, in Karen Hastie Williams, whose family has such an enormous legacy, and certainly for
those of us who have in our previous life practiced law have a great
deal of respect for.
So we greatly appreciate the work that has been done. I would
consider today almost a miracle, because I happened to as my colleagues have mentioned, I have listened to fairly flowery commentary coming from this committee, and coming from Houston, I
lived through not only Hurricane Allison, but certainly the largest
evacuation of Americans, of human beings, that I think we faced
in American history.
I come from the area where the Galveston floods of the early
1900s took 6,000 lives. No one evacuated. It was a firsthand experience having to address hurricanes seriously, but certainly there
were no notices and no places to evacuate.
So this was our first experience, and I frankly, if I can recount
for just a brief moment, I was on the telephone as the governor was
giving the orders. The Governor of Texas had received a call and
the buses started rolling in the middle of the night into Reliant,
and we were on the telephone sort of with two phones to our ears
dealing with doctors who were crying out for resources.
But I will say this: The Red Cross was on the scene, and I believe that where we went awry was in the aftermath of the utilization of Red Cross volunteers and how they were trained. And I just
suppose that against the fact that we are grateful for the millions
of volunteers that every day offer themselves to fly wherever there
is a disaster.
But I think, Madam Chairwoman, and to Ms. Williams, that is
where we faltered, and I want to make a comment that says that

44
it is an article, Rescuing the Red Cross, and it said that after
Hurricane Katrina the Red Cross is trying to reorganize itself to
make clearer distinctions between governance and management.
For millions across the nation who are likely to need the organizations help in the future, this is good news. And I would like to
offer to the chairperson, and I would like to ask for unanimous consent to put two different articles in the record, Red Cross, Keeping
Up With Fires. It is a local article from Milliford, New Jersey, I
believe, and it talks about the local chapter confronting the issue
of fires in the community from the Bridgeton News.
And then I would like to put The Red Cross, Red RB Center
Teams Up for Future Emergencies, and this has to do with the
Red Cross in, I think, Raleigh, Wake County. I would ask for unanimous consent to submit these in the record.
Mr. DELAHUNT. Without objection.
[The information referred to follows:]

45

46

47
Ms. JACKSON LEE. Thank you, Mr. Chairman. The reason is because juxtapose the ongoing work with the importance of getting
this organization back on its feet, and I am going to pose a question by saying that I hope to be an original co-sponsor when we
offer this legislation through our chairman.
But the ombudsman concept is excellent. The smaller board is
excellent, because certainly rapid response presidents is not excellent. One president after another is not an excellent thought.
So maybe you could again reinforce for me first, Ms. Williams,
and then to the chairperson, how you believe this new separation
of management and governance really will impact both the image,
perception, and the work of the Red Cross.
And then if I may ask sort of the ugly question is are you prepared now to listen to local communities so that we can overtake
that bad taste that people had. They came in here and they didnt
listen. We couldnt collaborate, because one of the things that I
think should be noted, and that I am very proud of, is that we got
churches certified in the middle of the crisis as Red Cross shelters.
So we were in the middle of the crisis and we kind of got a wake
up call, and the Red Cross did respond, particularly in Houston
since we had all these people with no places to go. But we had
some bumps in the road, but once we got their attention, we were
able to certify.
Wonderful churches would just open their doors, and I would
greatly appreciate the governance question, and Mr. Chairman, if
you would indulge them on their answers I would appreciate it, because there have come a mighty long way, and I want to congratulate you, and thank you for mentioning Helping Hands, which is
a massive effort in Houston, which I commend to my members for
their jurisdictions. Ms. Williams.
Ms. WILLIAMS. Ms. Jackson Lee, the governance changes I believe will clarify the role of the board and the role of the president
of the Red Cross. I think that because of the way the charter is
currently written, and uses the language of principal officer with
respect to the chairman, I believe it really muddled the waters, although I think that the president with the clarification will now
have clear authority in terms of management issues.
He or she will continue to work with the board to be a part of
the dialogue, looking at ways that they can improve both communications and on the ground processes when there is a disaster,
and we know that there will be disasters in the future. That is just
life.
But I think that having this clarity, having the smaller board,
which will be more nimble, able to act and be responsive, I think
in a more timely fashion, I think that the operations will work
much better, and that the responsiveness of the Red Cross will be
enhanced 1,000-fold by the restructuring of the management clearly with the president, and the policy level handled at the board
level.
Mr. DELAHUNT. Ambassador.
Ambassador MCELVEEN-HUNTER. Yes. I agree. Clarity, communication, and accountability. I think that these governance reforms
will offer the opportunity, although practice was very different than

48
the charter, because the principal officer was not the chairman of
the board.
But it was confusing because the charter stated that the chairman was the principal officer. I believe that the transformation
that we are asking for is only being asked because the board, our
entire board, believes that we will be more effective in our roles,
and that we will also be required to hold management accountable
for their roles.
And the independence of both will make us both more effective
and I think better able to accomplish the mission of the Red Cross.
On the issue of volunteers and training, as I mentioned, I think
one of the issues was that we had 235,000 volunteers respond to
Katrina.
Many of those were spontaneous volunteers, people who simply
said I want to do something. That is once again I think an extraordinary aspect of the American people, that they were willing to
close or shut their personal lives down to go do what they were
willing to serve the American Red Cross and other organizations
during Katrina.
But training is critical, because a volunteer that has not been
trained and is not able to really contribute can also be someone
who is a burden to the system, and not really someone who can
make a major contribution.
So one of our commitments in many of our programs around the
country is, number one, better communications in our local communities with our emergency response teams. Better communications
with civic organizations and volunteers from those pre-trained.
We even have a program with the Junior League where people
can receive under the Junior League program disaster preparedness training from the American Red Cross; the AME Church volunteer training program, and as I mentioned several others that
are part of the overall initiation. But there is no more critical aspect of what we are doing going forward than to be better at what
we do than the critical nature of training in advance of the disaster.
Ms. JACKSON LEE. Thank you, Mr. Chairman, and we look forward to the diversity on the board as well. Thank you very much.
Mr. DELAHUNT. And let me on behalf of the committee thank you
again for your service, and I am confident that this committee will
respond accordingly, and this hearing is now adjourned.
[Whereupon, at 11:30 a.m., the committee was adjourned.]

APPENDIX
MATERIAL SUBMITTED
MATERIAL

FOR THE

HEARING RECORD

SUBMITTED BY THE HONORABLE ILEANA ROS-LEHTINEN, A

IN CONGRESS FROM THE STATE OF FLORIDA

REPRESENTATIVE

AMERICAN RED CROSS CORPORATE COMPLIANCE AND ETHICS

A REPORT TO THE HOUSE COMMITTEE ON FOREIGN AFFAIRS
MARCH 2007

Over the past several years, and particular since passage of the Sarbanes Oxley
Act in 2002 (Pub. L. No. 107204, 116 Stat. 745), the American National Red Cross
has taken a holistic approach to voluntarily implement corporate ethics and compliance practices.
To achieve this, the American Red Cross has incorporated some of the best practices from the corporate and nonprofit sectors, which include the refinement of its
internal and independent external audits, whistleblower reporting and protections,
enterprise risk management, a unit focused on Investigations, Compliance and Ethics (ICE), and most recently, the creation of the Office of the Ombudsman.
At the center of corporate compliance is the Board of Governors Audit and Risk
Management Committee, which receives and reviews reports presented by these
independent units.
Through these internal and external functions, the American Red Cross endeavors
to achieve system-wide corporate compliance. In addition, the organization strives
to meet the expectations of transparency and accountability of the United States
Congress, internal employee and volunteer stakeholders, and external stakeholders
such as clients, donors, suppliers, partners, and the American public. As an independent 501 (c)(3) nonprofit organization, the American Red Cross relies on the generosity of the American public to fulfill its mission. The American Red Cross takes
seriously all allegations of waste, fraud and abuse as well as other complaints
against the organization. Allegations of illegal and unethical activities are fully investigated and, if necessary, reported to appropriate authorities for further action.
Fostering such faith, trust and confidence with the American public is an imperative.
This document will identify the various aspects of corporate compliance, as well
Red Cross practices to ensure transparency through accessibility and reporting.
Red Cross Board of Governors Audit and Risk Management Committee
The Audit and Risk Management Committee of the American Red Cross Board
of Governors oversees the integrity of the financial statements of the organization,
the qualifications and independence of the organizations independent auditors, the
performance of the external and internal auditors, investigations, the organizations
enterprise risk management functions, the organizations compliance with legal and
regulatory requirements, and the Ombudsman. It is composed of entirely independent directors of the Red Cross, and members of the Committee must possess
qualifications and financial knowledge that enable them to discharge the responsibilities of the committee. At least one member is required to be a financial expert.
Audits
Both internal and external audit functions of the American Red Cross report directly to the Audit and Risk Management Committee of the Board of Governors.
The internal audit services, led by a Chief Audit Executive, is authorized to examine all aspects of the American Red Cross including but not limited to national
headquarters, blood services and chapters. During their review, the auditors are
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50
given complete access to manual and electronic records, properties and personnel.
Moreover, to ensure impartial and unbiased actions, they are fully independent of
the activities they audit. The Chief Audit Executive has direct access to the Audit
and Risk Management Committee and reports functionally and directly to the Committee and administratively to the CEO.
The external audit services, conducted by KPMG LLP, review the financial statements and related financial controls of the American Red Cross. To ensure impartiality, the lead partner rotates every five years.
Investigations, Compliance and Ethics (ICE)
The Investigations, Compliance and Ethics (ICE) Unit at the American Red Cross
is the central investigatory unit charged with investigating allegations of waste,
fraud and abuse. The ICE unit is led by a Vice President, who reports to the organizations General Counsel, and consists of more than 40 investigators and compliance
and ethics specialists.
The American Red Cross encourages all employees and volunteers to alert their
supervisors directly if they suspect a dishonest act. If employees or volunteers are
not comfortable contacting management, they may call the 24-hour, toll-free Concern Connection Line (CCL), which is overseen by ICE. Through this toll-free number, the CCL allows any employee or volunteer to report confidentially and anonymously any allegation of waste, fraud or abuse. The Red Cross provides whistleblower protections and a no retaliation policy to all Red Cross employees and volunteers1.
The American Red Cross is committed to the highest standards of ethics and
workplace conduct. All staff and volunteers are required to read and sign the Code
of Business Ethics and Conduct, which provides the guidance necessary for Red
Cross employees and volunteers to maintain an environment of integrity. In that regard, ICE oversees Red Cross ethics policy and training programs, including the
aforementioned Code of Business Ethics and Conduct. Through training, volunteers
and employees will be more familiar with a culture of values and ethics and will
know how to report instances of unethical behavior.
The ICE unit also manages the Office of Corporate Compliance (which handles
grants compliance). In conducting investigations, the unit has unfettered access to
all organizational record, physical properties, and individuals. The Vice President of
ICE reports regularly to the President and Chief Executive Officer, senior management, and the Audit and Risk Management Committee of the Board of Governors.
Enterprise Risk Management
In an effort to mitigate risk by the corporation, the American Red Cross has appointed a Chief Risk Officer who is charged with developing an enterprise risk management (ERM) program for the entire organization. Modeled on the best practices
of corporate America as a means to better protect corporate assets, enterprise risk
establishes a disciplined approach for the organizations various business units to
identify, evaluate, manage and report risks and opportunities.
The Red Cross ERM Unit provides counsel to business units to identify, evaluate,
and mitigate risk; enhance decision-making at all levels by requiring a clear articulation between business objectives and risk versus reward; assist in identifying insufficient internal controls (particularly in the areas of waste, fraud and abuse); and
provide the Boards Audit and Risk Management Committee with information regarding the corporate level risks and mitigation.
Office of the Ombudsman
Most recently, the American Red Cross has created an Office of the Ombudsman.
This office will act as a neutral and impartial dispute resolution center whose major
function will be to provide confidential and informal assistance to the many internal
and external constituents with concerns or complaints about the American Red
Cross. The Office of the Ombudsman will have unfettered access to the entire corporation and all personnel, corporate reports, documents, and will report directly to
the organizations Chief Executive Officer and on a regular basis to the Audit and
Risk Management Committee of the Board of Governors.
In addition to conflict resolution, the Office of the Ombudsman will report annually to the U.S. Congressional Committees of jurisdiction, areas and types of concerns, including trends and systemic matters that the Ombudsman determines to
1 The Red Cross also has a Biomedical Response Line (BRL), which allows individuals to report anonymously and confidentially any issues involving biomedical services or FDA compliance
issues. These issues are addressed by the Biomedical Services Quality and Regulatory Affairs
group.

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be confronting the organization. As a practice, these reports will also be made available to the public through the Red Cross external website, www.redcross.org.
American Red Cross Transparency
The American Red Cross endeavors to achieve enhanced corporate transparency
and accountability to internal and external stakeholders. One mechanism is the
public website, www.redcross.org. The American Red Cross will make available on
that public website detailed information of the programs described above explaining
the Red Cross corporate compliance and ethics programs, including audits, investigations (ICE), the Office of the Ombudsman, the Concerned Connection Line (CCL)
and Biomedical Response Line (BRL), and Enterprise Risk Management (ERM), as
well as contact information for each of these units.
Additionally, the Red Cross will fulfill reporting requirements to the U.S. Congress and regulatory agencies and will make these reports available to the American
public through its external website, www.redcross.org2.
The American Red Cross is committed to be transparent and accountable to the
American public. As such, the American Red Cross already makes available, in its
entirety, the annual IRS Form 990, external independent audit, and consolidated financial statements on its external website, www.redcross.org. In addition, the Red
Cross requires chapters to share copies of their annual audit and/or annual report
in response to any public inquiries about local Red Cross actiivies. The Red Cross
will continue to provide this information on its public website.

2 To protect the confidentiality and integrity of clients to the Ombudsman and ICE investigations, the American Red Cross will redact any confidential, identifying, or proprietary information as necessary.